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Each restricted stock unit represents a contingent right to receive one share of Common Stock.

Cash payment in lieu of fractional shares. This transaction is exempt under Rule 16b-3 of the Securities Exchange Act of 1934.

Payment of tax liability by withholding shares of Common Stock incident to the vesting of restricted stock units in accordance with Rule 16b-3.

This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, March 3, 2008. Shares of Common Stock are issued to the Reporting Person upon vesting of the restricted stock units.

These restricted stock units may have different vesting and distribution dates. Fractional restricted stock units are paid in cash upon vesting.